UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 
FORM 8-K/A
 
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 
Date of Report (Date of earliest event reported):
August 4, 2003
 
BIOSANTE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware	 	0-28637	 	58-2301143	
(State or Other Jurisdiction of
Incorporation)	 	(Commission File Number)	 	(I.R.S. Employer Identification
Number)	
 	 	 	 	 	
111 Barclay Boulevard
Lincolnshire, Illinois	 	60069	
(Address of Principal Executive Offices)	 	(Zip Code)	
 	 	 	
(847) 478-0500	
(Registrant’s Telephone Number, Including Area Code)	
 	
N/A	
(Former Name or Former Address, If Changed Since Last Report)	

 

Item 5.  Other Events
 
On August 6, 2003, BioSante Pharmaceuticals, Inc. issued a press release, a copy of which is attached hereto, announcing the completion of a private placement of an aggregate of 4,791,982 shares of its common stock and warrants to purchase an aggregate of 2,395,993 shares of its common stock, at a purchase price of $2.15 per unit, or an aggregate purchase price of $10,302,763.80.  The units were sold to accredited investors, including certain existing stockholders, directors and officers of BioSante.  Each unit sold consists of one share of common stock and a warrant to purchase 0.50 shares of common stock, at an exercise price of $2.15 per share.  As compensation to its placement agent, BioSante also issued warrants to purchase 371,373 shares of common stock, at an exercise price of $2.15 per share.  BioSante granted the investors and its placement agent demand and piggyback registration rights with respect to the shares of its common stock issued and the shares issuable upon exercise of the warrants.  In addition, BioSante agreed to register the resale of these shares on a registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933.
 
After the completion of this private placement and including the net proceeds to BioSante of approximately $9.7 million from the private placement, BioSante’s stockholders’ equity increased to approximately $11.3 million.
 
Item 7.  Financial Statements and Exhibits.
 
(a)                                  Financial Statements of Businesses Acquired.
 
Not Applicable
 
(b)                                 Pro Forma Financial Information.
 
Not Applicable
 
(c)                                  Exhibits.
 
Exhibit No.	 	Description	
 	 	 	
Ex. 10.1	 	Common Stock and Warrant Purchase Agreement dated August 4, 2003 between BioSante Pharmaceuticals, Inc. and the purchasers listed on Schedule 1 attached thereto (previously filed).	
 	 	 	
Ex. 10.2	 	Form of Warrant dated August 4, 2003 (previously filed).	
 	 	 	
Ex. 10.3	 	Investor Rights Agreement dated August 4, 2003 between BioSante Pharmaceuticals, Inc. and the purchasers listed on Schedule 1 attached to the Common Stock and Warrant Purchase Agreement (previously filed).	
 	 	 	
Ex. 99.1	 	Press Release dated August 6, 2003 (previously filed).	
 
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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 	BIOSANTE PHARMACEUTICALS, INC.	

 	By:	 /s/ Phillip B. Donenberg	 	
 	 	Phillip B. Donenberg	
 	 	Chief Financial Officer, Treasurer and Secretary	
Dated:  September 19, 2003	
 
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BIOSANTE PHARMACEUTICALS, INC.
FORM 8-K
Exhibit Index
 
Exhibit No.	 	Description	 	Method of Filing	
10.1	 	Common Stock and Warrant Purchase Agreement dated August 4, 2003 between BioSante Pharmaecuticals, Inc. and the purchasers listed on schedule 1 thereto.	 	Previously Filed	
 	 	 	 	 	
10.2	 	Form of Warrant dated August 4, 2003.	 	Previously Filed	
 	 	 	 	 	
10.3	 	Investor Rights Agreement dated August 4, 2003 between BioSante Pharmaceuticals, Inc. and the purchasers listed on Schedule 1 attached to the Common Stock and Warrant Purchase Agreement.	 	Previously Filed	
 	 	 	 	 	
99.1	 	Press Release of BioSante Pharmaceuticals, Inc. issued August 6, 2003.	 	Previously Filed	
 
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